Bill of Sale

BILL OF SALE — STATE OF LOUISIANA

IMPORTANT: LOUISIANA IS A CIVIL LAW JURISDICTION

Louisiana does not follow the Uniform Commercial Code (UCC) for sales of movable (personal) property. Instead, Louisiana sales are governed exclusively by the Louisiana Civil Code, Title VII — Of Sale (La. C.C. arts. 2438-2659), which is derived from the French and Spanish civil law tradition. This creates significant differences from the other 49 states:

• Redhibition replaces UCC implied warranty of merchantability
• Warranty against eviction replaces UCC warranty of title
• Lesion beyond moiety may apply to immovable property sales (not movables)
• Simulation presumption arises when seller retains possession (La. C.C. art. 2480)
• No Statute of Frauds for movables — oral sales of movable property are valid regardless of value (unlike UCC § 2-201)

PART I: GENERAL BILL OF SALE — MOVABLE PROPERTY

IDENTIFICATION OF PARTIES

Date of Sale: [__/__/____]

SELLER:
Full Legal Name: [________________________________]
Address: [________________________________]
City: [________________________________], Louisiana [____]
Telephone: [________________________________]
Email: [________________________________]
Driver's License / ID Number: [________________________________]

BUYER:
Full Legal Name: [________________________________]
Address: [________________________________]
City: [________________________________], State: [____] ZIP: [____]
Telephone: [________________________________]
Email: [________________________________]
Driver's License / ID Number: [________________________________]

DESCRIPTION OF MOVABLE PROPERTY

Louisiana law distinguishes between movable (personal) property and immovable (real) property. This Bill of Sale covers movable property only. For immovable property, an authentic act (notarized before a Louisiana notary and two witnesses) is required.

Detailed Description of Property Sold:

[________________________________]
[________________________________]
[________________________________]
[________________________________]

Serial Number(s) / Identifying Information (if applicable):
[________________________________]

Current Location of Property:
[________________________________]

Condition of Property:
☐ New
☐ Used — Description of condition: [________________________________]

PURCHASE PRICE AND PAYMENT

Purchase Price: $[________________________________]

Method of Payment:
☐ Cash
☐ Check (Check No. [________________________________])
☐ Wire Transfer (Date: [__/__/____], Confirmation No. [________________________________])
☐ Financing (Lender: [________________________________])
☐ Trade / Exchange — Description: [________________________________], Agreed Value: $[________________________________]
☐ Other: [________________________________]

Payment Terms:
☐ Paid in full at closing
☐ Installment: $[________________________________] per [month/quarter] for [____] payments, commencing [__/__/____]

Louisiana Sales Tax: Louisiana imposes state and local sales tax on sales of movable tangible property (La. R.S. 47:303). The applicable combined rate for the parish of sale is approximately [____]%.

☐ Sales tax of $[________________________________] is included in the purchase price
☐ Sales tax of $[________________________________] is in addition to the purchase price and is the responsibility of: ☐ Buyer ☐ Seller
☐ This transaction is exempt from sales tax because: [________________________________]

TRANSFER OF OWNERSHIP (La. C.C. art. 2456)

Under Louisiana law, ownership transfers between the parties as soon as there is agreement on the thing and the price, even if the thing has not been delivered or the price has not been paid (La. C.C. art. 2456). This is distinct from common-law jurisdictions where delivery or payment may be required for transfer.

The Seller hereby transfers and conveys to the Buyer all right, title, and interest in the above-described movable property, effective as of [__/__/____].

WARRANTY PROVISIONS

Louisiana law provides the following warranties by operation of law. The parties may modify or waive these warranties as described below.

A. Warranty Against Eviction (La. C.C. arts. 2500-2517)

The Seller warrants that the Buyer shall not be evicted from (i.e., disturbed in possession of) the property by a third party asserting ownership or other rights. This warranty covers both the Seller's own acts and the claims of third parties.

☐ Full warranty against eviction — Seller warrants clear title and quiet possession
☐ Modified warranty — Seller warrants against Seller's own acts only; Seller does not warrant against claims of third parties. (Note: Under La. C.C. art. 2503, even if warranty is excluded, Seller must return the price unless Buyer knew of the risk of eviction at the time of sale.)
☐ Liens and encumbrances: The property is free from all liens and encumbrances except: [________________________________]

B. Warranty Against Redhibitory Defects (La. C.C. arts. 2520-2548)

Under Louisiana law, the Seller warrants the Buyer against redhibitory defects (vices) in the thing sold.

A defect is redhibitory when it:

• Renders the thing useless or so inconvenient that the Buyer would not have purchased it had they known of the defect (giving rise to rescission of the sale); or
• Diminishes the usefulness or value of the thing so that the Buyer would have paid a lesser price (giving rise to a reduction in price — quanti minoris)

Seller's Knowledge and Good Faith:

☐ Good faith seller (Seller did not know of the defect): Liable only for return of the price and reimbursement of expenses of the sale. The prescriptive period for redhibitory action is one (1) year from delivery or discovery (La. C.C. art. 2534).

☐ Bad faith seller (Seller knew of the defect and failed to disclose): Liable for return of the price, damages, and attorneys' fees. The prescriptive period is one (1) year from discovery of the defect (La. C.C. art. 2534).

Waiver of Redhibition:

☐ "AS-IS" SALE — WAIVER OF WARRANTY AGAINST REDHIBITORY DEFECTS: The Buyer acknowledges that the property is sold in its present condition, "AS-IS, WHERE-IS," and the Seller hereby waives the warranty against redhibitory defects to the fullest extent permitted by Louisiana law.

IMPORTANT: Under La. C.C. art. 2548, a seller who knows of a defect but does not disclose it cannot exclude or limit the warranty against redhibitory defects. An "as-is" clause is effective only if the seller is in good faith (i.e., did not know of the defect).

☐ Seller's Disclosure of Known Defects: Seller discloses the following known defects:
[________________________________]
[________________________________]
[________________________________]

C. Warranty of Fitness for Intended Use

☐ Buyer has informed Seller of the intended use: [________________________________]. Seller warrants the property is fit for this purpose.
☐ No warranty of fitness for a particular purpose is made.

RETENTION OF POSSESSION — SIMULATION PRESUMPTION (La. C.C. art. 2480)

Under La. C.C. art. 2480, if the thing sold remains in the corporeal possession of the Seller after the sale, the sale is presumed to be a simulation (i.e., a sham transaction) as to heirs and creditors of the Seller. To overcome this presumption, the parties must demonstrate that the contract is genuine.

Delivery:
☐ The property has been delivered to the Buyer as of the date of this Bill of Sale
☐ The property will be delivered on or before [__/__/____]
☐ The Seller will retain possession for [________________________________] — the parties acknowledge the simulation presumption of La. C.C. art. 2480 and state that this sale is genuine and for actual consideration

SELLER'S REPRESENTATIONS AND CERTIFICATIONS

The Seller certifies and represents:

☐ Seller is the lawful owner of the property and has the legal right to sell it
☐ The property is free from all liens, encumbrances, and security interests except as disclosed above
☐ No other person has a right to claim ownership of the property
☐ Seller has disclosed all known defects in the property
☐ Seller has not previously sold, pledged, or otherwise encumbered the property to any other party
☐ There are no pending legal proceedings affecting the property

PART II: VEHICLE BILL OF SALE — LOUISIANA-SPECIFIC REQUIREMENTS

LOUISIANA VEHICLE TRANSFER REQUIREMENTS

Louisiana law requires the following for transfer of a motor vehicle:

1. Notarized Title Assignment: The certificate of title must be assigned by the Seller to the Buyer before a notary public (La. R.S. 32:707). An authorized agent of a federally insured financial institution may witness the assignment in lieu of a notary when a lien is being recorded at the time of transfer.

2. DPSMV Form 1799: A completed Vehicle Application (DPSMV 1799) must be submitted to the Louisiana Office of Motor Vehicles.

3. 40-Day Registration Requirement: All newly acquired vehicles must be registered within forty (40) days of purchase.

4. Odometer Disclosure: Federal law (49 U.S.C. § 32705) and Louisiana law require odometer disclosure for vehicles less than 20 years old.

5. Sales Tax: Louisiana sales tax applies to vehicle purchases. The tax is calculated on the purchase price (or fair market value if higher, in certain cases).

VEHICLE INFORMATION

ODOMETER DISCLOSURE

Current Odometer Reading: [________________________________] miles

☐ Actual mileage
☐ Mileage in excess of the odometer's mechanical limits (rollover)
☐ Odometer reading is NOT the actual mileage — WARNING: ODOMETER DISCREPANCY

VEHICLE CONDITION AND HISTORY

☐ The vehicle has a clean title — no salvage, flood, rebuilt, or other brand
☐ The vehicle has a branded title: [________________________________] (e.g., salvage, flood, rebuilt, junk)
☐ The vehicle has not been in any accidents resulting in material damage
☐ The vehicle has been in accident(s): [________________________________]
☐ The vehicle has not been subject to any manufacturer recalls that remain unrepaired
☐ The vehicle is subject to unrepaired recalls: [________________________________]

LIEN INFORMATION

☐ The vehicle is free of all liens
☐ The vehicle is subject to a lien held by:
Lienholder: [________________________________]
Account No.: [________________________________]
Payoff Amount: $[________________________________]
☐ Seller will satisfy the lien prior to or at closing
☐ Buyer assumes the lien (requires lienholder approval)

VEHICLE PURCHASE PRICE

Purchase Price: $[________________________________]

Louisiana Sales Tax: ☐ Paid at OMV ☐ Included in price

Trade-In Vehicle (if applicable):
Year/Make/Model: [________________________________]
VIN: [________________________________]
Agreed Trade-In Value: $[________________________________]

PART III: SIGNATURES AND NOTARIZATION

SIGNATURES

SELLER:

Signature: _________________________________ Date: [__/__/____]

Printed Name: [________________________________]

CO-SELLER (if applicable):

Signature: _________________________________ Date: [__/__/____]

Printed Name: [________________________________]

BUYER:

Signature: _________________________________ Date: [__/__/____]

Printed Name: [________________________________]

CO-BUYER (if applicable):

Signature: _________________________________ Date: [__/__/____]

Printed Name: [________________________________]

NOTARIZATION (REQUIRED FOR VEHICLE TITLE TRANSFER)

STATE OF LOUISIANA
PARISH OF [________________________________]

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified in and for the Parish and State aforesaid, personally came and appeared:

SELLER: [________________________________], who proved identity by [________________________________] (ID Type and Number)

BUYER: [________________________________], who proved identity by [________________________________] (ID Type and Number)

who declared unto me that they have executed the foregoing Bill of Sale and that they have signed the same as their free and voluntary act and deed, for the purposes and considerations therein expressed.

THUS DONE AND SIGNED in the presence of the undersigned competent witnesses on this [____] day of [________________________________], [____], in the Parish of [________________________________], State of Louisiana.

WITNESSES:

1. Signature: _________________________________ Printed Name: [________________________________]

2. Signature: _________________________________ Printed Name: [________________________________]

NOTARY PUBLIC:

Signature: _________________________________

Printed Name: [________________________________]

Notary ID / Bar Roll No.: [________________________________]

My Commission: ☐ Notary for Life (Louisiana) ☐ Expires: [__/__/____]

(Note: In Louisiana, notaries public commissioned for life do not have expiration dates on their commissions.)

PART IV: PRACTICE TIPS FOR LOUISIANA PRACTITIONERS

Critical Differences from Common-Law States

☐ No UCC for sales: Louisiana has not adopted UCC Article 2. Sales are governed by La. C.C. arts. 2438-2659
☐ Redhibition, not implied warranty: The remedy for hidden defects is the redhibitory action, not a UCC implied warranty claim
☐ Ownership transfers at agreement: No delivery requirement for transfer of ownership between parties (La. C.C. art. 2456)
☐ Simulation presumption: If seller retains possession, the sale is presumed simulated as to third parties (La. C.C. art. 2480)
☐ Prescriptive periods (not statutes of limitation): Louisiana uses "prescription" rather than "limitation." The prescriptive period for redhibitory actions is one year from delivery or discovery (La. C.C. art. 2534)
☐ No Statute of Frauds for movables: Oral sales of movable property are enforceable regardless of value
☐ Parish-based notarization: Louisiana uses parishes, not counties; notarizations reference the parish

Vehicle Transfer Checklist

☐ Certificate of title properly assigned before a notary
☐ DPSMV Form 1799 completed
☐ Odometer disclosure statement completed (for vehicles under 20 years old)
☐ Bill of sale executed (notarization recommended; required if trade vehicle listed or tax credit claimed)
☐ Sales tax paid or exemption documented
☐ Vehicle registered within 40 days of purchase
☐ Insurance obtained before driving the vehicle
☐ Lien satisfied or properly transferred

Redhibition Considerations

☐ Sellers should disclose all known defects in writing — a bad-faith seller cannot exclude the redhibitory warranty (La. C.C. art. 2548)
☐ "As-is" clauses protect good-faith sellers only
☐ Buyers must give timely notice of defects to preserve redhibitory rights
☐ Professional sellers (manufacturers, dealers) are presumed to know of defects
☐ The redhibitory action prescribes in one year from delivery (goods) or discovery (hidden defects) (La. C.C. art. 2534)

Common Pitfalls

☐ Attempting to apply UCC concepts to Louisiana sales transactions
☐ Failing to notarize vehicle title assignments
☐ Using "as-is" language when seller knows of a defect (unenforceable under La. C.C. art. 2548)
☐ Not addressing the simulation presumption when seller retains possession
☐ Missing the 40-day vehicle registration deadline
☐ Failing to disclose odometer readings for vehicles under 20 years old
☐ Omitting parish identification in notarization blocks

SOURCES AND REFERENCES

• La. C.C. Title VII — Of Sale (arts. 2438-2659)
• La. C.C. art. 2456 — Transfer of Ownership
• La. C.C. art. 2480 — Retention of Possession, Simulation Presumption
• La. C.C. art. 2520 — Warranty Against Redhibitory Defects
• La. C.C. art. 1833 — Authentic Act
• Louisiana OMV — Used Title and Registration
• DPSMV Form 1799 — Vehicle Application
• Louisiana Warranty Statutes and Marine Products